General Terms of

Kugelmeiers Ltd., Erlenbach, Switzerland

1. Definitions

1.1 Whenever used in these Terms of Use with an initial capital letter, the terms quoted and defined in this Section 1, whether used in singular or plural, shall have the meanings specified below.

“Customer” means an individual who, or a legal entity which, purchases Products or procures Services from Kugelmeiers under these Terms.
“Deliverables” means jointly the Product(s) and the Services.
“Kugelmeiers” means Kugelmeiers Ltd., Bahnhofstrasse 40, 8703 Erlenbach, Switzerland.
“Product” means products related to cell cultures and medical devices.
“Services” means services for assistance provided by Kugelmeiers to the Customer.
“Terms” means these general terms stipulate in this document.

2. Scope and Application

2.1. Kugelmeiers develops, manufactures, markets and sells Products, and provides Services related to its Products.

2.2. The scope of these Terms is to stipulate the rights and obligations, by which the Customer shall be bound when Kugelmeiers quotes, offers, sells and/or provides Deliverables to the Customer.

2.3. A quotation or offer by Kugelmeiers, which refers to these Terms, is valid for a period of thirty (30) calendar days from the date of the quotation or offer. In any case these Terms are valid for the duration of the agreement between Kugelmeiers and the Customer for the provision of the Deliverables.

2.4. Kugelmeiers may withdraw at any time from the negotiations with the Customer so long as a contract has not come into force (i.e. until acceptance of quotation, or counter-signature of an offer or of a separate contract document by the Customer).

2.5. Kugelmeiers may amend these Terms from time to time. Amendments to the Terms will be communicated to the Customer. If the Customer disagrees with the amended Terms, it must inform Kugelmeiers within fourteen (14) days by e-mail to info@kugelmeiers.com, in which case Kugelmeiers may terminate the order and/or contract with the Customer.

2.6. In case of a conflict between these Terms and a quotation, order or contract, the quotation, order or contract prevail over these Terms. In case of a conflict between terms of documents of the same order, the terms of the later document shall prevail over those of the earlier document.

2.7. Any general terms and conditions of the Customer are explicitly excluded, even if referenced in any purchase order (or similar document) by the Customer or provided by Customer to Kugelmeiers after having received these Terms.

3. Intellectual Property Rights

3.1. Kugelmeiers and/or its licensors own and remain the owners of the intellectual property rights (e.g. inventions, patents, copyrights, designs, trademarks) pertaining to the Deliverables, and any derivative works thereof. This sub-section 3.1 shall survive any termination of the agreement between the parties.

3.2. From the date of provision of the Services Kugelmeiers grants to the Customer a non-exclusive, unrestricted, and fully paid-up right to use the copyrighted materials delivered pertaining to the Services.

4. Sale and Purchase of Product

4.1. The Product sold to the Customer is described in Kugelmeiers’ quotation, offer or contract document.

4.2. Delivery dates are estimations. Kugelmeiers shall use reasonable efforts to meet the estimated schedule set forth in the quotation, offer or contract (incl. statement of work). Late delivery does not entitle the Customer to reject the Product.

4.3. The Product is shipped to the Customer according to the shipment method selected and paid by the Customer. Subject to sufficient stock, the Product will be shipped within due time after conclusion of the sale and purchase agreement.

4.4. Place of delivery of the Product is Kugelmeiers’ or its distributor’s outgoing delivery platform. The risk of loss of the Product transfers to the Customer upon conclusion of the sale and purchase agreement. Kugelmeiers disclaims any liability for damage to, or risk of loss of, Product during shipment.

4.5. The title and ownership of the Product transfers to the Customer upon Kugelmeiers having received the full purchase price. Until full payment of the Product, Kugelmeiers may reserve title and ownership of the Product in the official property registry at the Customer’s cost.

5. Provision of Services

5.1. The Services are provided by Kugelmeiers pursuant to art. 394 et seqq. of the Swiss Code of Obligations.

5.2. Details of the scope of Services are described in the quote, offer, or contract (incl. separate statement of work).

5.3. Unless agreed otherwise, the Services are provided on a time and material basis. Delivery dates are estimations. Kugelmeiers shall use reasonable efforts to meet the estimated schedule set forth in the quotation, offer or contract (incl. statement of work). Late delivery does not entitle the Customer to reject the Services.

5.4. Kugelmeiers may engage subcontractors for provision of the Services.

6. Customer Obligations

6.1. The Customer shall inform Kugelmeiers of circumstances that jeopardise the sale and purchase of the Product, or provision of the Services.

6.2. The Customer shall provide all information and take decisions within due time that are required for the sale and purchase of the Product and/or the provision of the Services, and shall support Kugelmeiers in the execution of the agreements and these Terms.

6.3. If required for delivery of the Deliverables, the Customer shall grant Kugelmeiers free and secure access to its premises. If required, the Customer shall provide suitable working places.

6.4. The Customer shall pay the agreed remuneration as agreed.

6.5. The Customer shall check and, where required, test the Products upon delivery.

7. Payment

7.1. Kugelmeiers sells against invoice or credit card/online payments. Kugelmeiers reserves the right to retain the Deliverables until the agreed remuneration has been credited to Kugelmeiers’ account.

7.2. Unless agreed otherwise, quotations by Kugelmeiers for Deliverables are estimations and may vary, e.g. depending on stock and or exchange rates. All prices are exclusive of taxes (e.g. VAT), duties, packaging, recycling, shipping, insurance and/or travel and accommodation costs. They are added to the price and are borne by the Customer.

7.3. Online payment transactions are processed by third parties, e.g. PayPal or credit card company. Kugelmeiers does not handle any payment transactions. By using any of these payment services the Customer agrees to be bound by the terms and conditions of such third party payment provider. Kugelmeiers disclaims any liability for errors of transactions processed through a third party payment service provider.

7.4. The remuneration is due in Swiss Francs (CHF). Kugelmeiers may invoice in Euro (€), in which case the Customer shall bear the exchange rate risk after the invoicing date. The remuneration is due immediately upon sale and purchase of the Product or procurement of the Services, and payable within thirty (30) days from the invoice date. Invoices not disputed by the Customer within the payment period are deemed accepted. In case of late payment Kugelmeiers may charge late payment fees.

8. Warranty and Liability

8.1. Kugelmeiers warrants that the Product meets the agreed specifications. The Product has a thirty (30) days’ warranty period as of shipment date. If the Customer encounters any problem with its cell aggregation, it may contact Kugelmeiers. If the Product does not meet the specifications, the Customer may either return the Product against full refund or request exchange of the Product. The Customer may not claim any price refund or reduction, withdraw from the purchase, or claim any other legal remedy.

8.2. The Services are provided diligently and faithfully, without any further representation or warranty.

8.3. Notwithstanding anything to the contrary, Kugelmeiers does not represent or warrant that the Deliverables do not infringe third party rights.

8.4. To the fullest extent permitted by applicable law, in no event shall Kugelmeiers and any of its affiliates, including any of their directors, employees, agents and/or subcontractors have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, arising out of, or related to, the Deliverables.

8.5. This section shall survive any termination of the agreement between the parties.

9. Termination

9.1. Kugelmeiers may suspend or terminate the sale of Product or provision of the Services if the Customer materially breaches any provision of the agreement and/or these Terms.

10. General Provisions

10.1. The Customer agrees to Kugelmeiers’ Privacy Policy.

10.2. Kugelmeiers may reference the Customer as its customer for its own marketing and public relations purposes.

10.3. Kugelmeiers may assign or delegate the agreement and these Terms, in whole or in part, to any person or entity at any time with or without the Customer’s consent.

10.4. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in force.

10.5. To the extent permitted by applicable law, the Customer may not bring an action arising out of these Terms, regardless of form, more than one (1) year after the cause of action has accrued.

10.6. These Terms are governed by Swiss law, without regard to the conflict of laws provisions. The United Nations’ Convention on International Sales of Goods of 11 April 1980 (SR 0.221.211.1) does not apply.

10.7. Disputes arising under, or in connection with, these Terms shall be exclusively subject to the jurisdiction of the competent court of the city of Zurich, Switzerland.

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